Entry into a Material Definitive Agreement, Other Events, Financial Statements and

Item 1.01. Entry into a Material Definitive Agreement

Overview of the Proposed Transaction with Brightpoint

On December 18, 2006, CellStar Corporation, a Delaware corporation ("CellStar"),
entered into a definitive agreement (the "Brightpoint Agreement") with a wholly
owned subsidiary of Brightpoint, Inc., an Indiana corporation ("Brightpoint"),
providing for the sale of substantially all of CellStar's United States and
Miami-based Latin American operations and for the buyer to assume certain
liabilities related to those operations. CellStar's operations in Mexico and
Chile and other businesses or obligations of CellStar Corporation are excluded
from the proposed transaction.

The Boards of Directors of both CellStar and Brightpoint have unanimously
approved the proposed transaction set forth in the Brightpoint Agreement. Under
the terms of the proposed transaction, the buyer will pay $88 million in cash to
CellStar, subject to adjustment based on net assets. The closing of the
proposed transaction is expected to occur in late March or early April of 2007.
The Brightpoint Agreement contains customary representations, warranties,
covenants, and indemnities, including prohibitions on CellStar's ability to
solicit other proposals to acquire CellStar, furnish information to other
parties, or enter into discussions with other parties regarding an acquisition
of CellStar except under certain circumstances. The proposed transaction is
subject to certain closing conditions set forth in the Brightpoint Agreement,
including approval by CellStar's stockholders and certain regulatory approvals.

The Brightpoint Agreement contains certain termination rights for both CellStar
and Brightpoint and provides that upon termination of the Brightpoint Agreement
under specified circumstances, either CellStar or Brightpoint may be required to
reimburse the other for its out-of-pocket expenses in connection with the
proposed transaction. The Brightpoint Agreement further provides that upon
termination of the Brightpoint Agreement under specified circumstances CellStar
may be required to pay Brightpoint a termination fee of $3,080,000 plus
expenses.

CellStar has filed a copy of the Brightpoint Agreement as Exhibit 2.1 to this
current report on Form 8-K. You are encouraged to read the Brightpoint Agreement
for a more complete understanding of the transaction. The foregoing description
of the Brightpoint Agreement is qualified in its entirety by reference to the
full text of the Brightpoint Agreement.

Overview of the Proposed Mexican Transaction

Also on December 18, 2006, CellStar entered into a definitive agreement (the
"Soluciones Agreement") with Soluciones Inalámbricas, S.A. de C.V.
("Soluciones") and Prestadora de Servicios en Administración y Recursos Humanos,
S.A. de C.V. ("Prestadora"), two affiliated Mexican companies, providing for the
sale of all of CellStar's Mexico operations. The proposed purchase is a stock
acquisition of all of the outstanding shares of CellStar's three Mexican
subsidiaries, and will include CellStar's interest in Comunicación Inalámbrica
Inteligente, S.A. de C.V., a joint venture with Soluciones.

The Board of Directors of CellStar has unanimously approved the proposed
transaction set forth in the Soluciones Agreement. The closing of the proposed
transaction is subject to certain conditions, including approval by CellStar's
stockholders. Under the terms of the proposed transaction, CellStar will
receive between $20 to $22 million in cash, based on the 2007 operating
performance of the operations up to the closing date. The closing of the
proposed transaction is expected to occur in late March or early April of 2007.
The Soluciones Agreement contains customary representations, warranties,
covenants, and indemnities. The proposed transaction is also subject to certain
closing conditions set forth in the Soluciones Agreement, including approval by
CellStar's stockholders.

CellStar has filed a copy of the Soluciones Agreement as Exhibit 2.2 to this
current report on Form 8-K. You are encouraged to read the Soluciones Agreement
for a more complete understanding of the transaction. The foregoing description
of the Soluciones Agreement is qualified in its entirety by reference to the
full text of the Soluciones Agreement.

Additional Information and Where to Find It

In connection with stockholder approval of the proposed transactions, CellStar
intends to file a proxy statement and other materials with the Securities and
Exchange Commission ("SEC"). Stockholders of CellStar are advised to read the
proxy statement and any other relevant documents filed with the SEC when they
become available because those documents will contain important information
about the proposed transaction. Stockholders may obtain a free copy of the
proxy statement when it becomes available, and other documents filed with the
SEC, at the SEC's web site at http://www.sec.gov. Free copies of the proxy
statement, when it becomes available, and CellStar's other filings with the SEC,
may also be obtained from CellStar by directing a request to CellStar
Corporation, 601 S. Royal Lane, Coppell, Texas 75019, Attention: Secretary, or
by visiting CellStar's website at http://www.cellstar.com.

CellStar and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from CellStar's stockholders in favor of the proposed transactions.
Information regarding CellStar's directors and executive officers is available
in Amendment No. 1 to CellStar's Annual Report on Form 10-K for the fiscal year
ended November 30, 2005 filed with the SEC on March 30, 2006. Additional
information regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents filed with the
SEC when they become available.

Forward-Looking Information Is Subject to Risk and Uncertainty

A number of the matters discussed in this Current Report on Form 8-K that are
not historical or current facts deal with potential future circumstances and
developments, in particular, whether and when the transactions contemplated by
the Brightpoint Agreement and Soluciones Agreement will be consummated. The
discussion of such matters is qualified by the inherent risks and uncertainties
surrounding future expectations generally and also may materially differ from
actual future experience involving any one or more of such matters. Such risks
and uncertainties include, among others: approval of the proposed transactions
by the stockholders of CellStar; the timing of the stockholders meeting;
satisfaction of various other conditions to the closing of the proposed
transactions; termination of the definitive agreements pursuant to their terms,
the timing and amount of cash distributed to stockholders; the result of the
review of the proposed transactions by various regulatory agencies; and the
risks that are described from time to time in CellStar's reports filed with the
SEC, including its Annual Report on Form 10-K for the year ended November 30,
2005, as amended, and Quarterly Reports on Form 10-Q for the quarters ended
February 28, 2006, May 31, 2006, and August 31, 2006. This current report on
Form 8-K speaks only as of its date, and CellStar disclaims any duty to update
the information herein.

Item 8.01 Other Events

On December 18, 2006, CellStar issued a press release in which it announced that
it had entered into the Brightpoint Agreement and the Soluciones Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 Asset Purchase Agreement, dated December 18, 2006, related to the
Brightpoint transaction (Schedules and exhibits have been omitted, and
CellStar agrees to furnish to the Commission supplementally a copy of any
omitted schedules and exhibits upon request.)

2.2 Stock Purchase Agreement, dated December 18, 2006, related to the
Soluciones transaction (Schedules and exhibits have been omitted, and
CellStar agrees to furnish to the Commission supplementally a copy of any
omitted schedules and exhibits upon request.)